TIDMALD TIDM96CF
RNS Number : 3113G
FirstRand Limited
28 February 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
28 February 2018
FOR IMMEDIATE RELEASE
FirstRand International Limited ("FirstRand Offeror")
Recommended cash offer
for
Aldermore Group PLC ("Aldermore")
On 8 December 2017 the Board of Directors of Aldermore announced
the passing of resolutions, at a Court Meeting and General Meeting
of Aldermore Shareholders held on the same date as the
announcement, approving the recommended acquisition of Aldermore by
FirstRand Offeror (a wholly-owned subsidiary of FirstRand Limited)
("Acquisition") to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The Board of Directors noted that completion of the
Acquisition remained subject to the satisfaction of certain
conditions set out in the circular to Shareholders dated 13
November 2017 (the "Scheme Document"), including the approval of
the Acquisition by the South African Registrar of Banks ("SARB"),
the UK Prudential Regulation Authority ("PRA") and the UK Financial
Conduct Authority ("FCA").
Aldermore and FirstRand Offeror are pleased to announce that
SARB have approved the Acquisition, pursuant to section 52 of the
South African Banks Act No. 94 of 1990, and the condition related
to such approval has been satisfied.
Aldermore and FirstRand Offeror are further pleased to announce
that, pursuant to Part XII of the Financial Services and Markets
Act 2000 (as amended), the PRA and FCA have now approved the
acquisition of control by FirstRand Offeror of the Aldermore
entities authorised by the PRA and regulated by the PRA and the
FCA, and the condition related to such approval has been satisfied.
The PRA and FCA's approval was unconditional.
Whilst all required regulatory approvals have now been received,
completion of the Acquisition remains subject to the waiver or
satisfaction of the remaining conditions set out in the Scheme
Document.
An updated Expected Timetable of Principal Events is set out
below. The Court Hearing has been scheduled to be heard on 12 March
2018 and the Effective Date of the Scheme is expected to be 14
March 2018.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date(1)
Court Hearing to sanction the 12 March 2018
Scheme
Last day of dealings in, and 13 March 2018
for registration of transfers
of, and disablement in CREST
of, Aldermore Shares
Scheme Record Time 6:00pm on 13
March 2018
Suspension of listing of, and 8:00am on 14
dealings in, Aldermore Shares March 2018
Effective Date of the Scheme 14 March 2018(2)
Delisting of Aldermore Shares 8:00am on 15
March 2018
Despatch of cheques, despatch within 14 days
of electronic payments and crediting of the Effective
of CREST accounts for cash consideration Date
due under the Scheme
Long Stop Date 30 April 2018(3)
Notes:
(1) All times shown above are London times unless
otherwise stated. The dates and times given
are indicative only and are based on current
expectations and may be subject to change. If
any of the times and/or dates above change,
the revised times and/or dates will be announced
via a Regulatory Information Service.
(2) The court order approving the Scheme is
expected to be delivered to Companies House
following the Scheme Record Time on 13 March
2018 and the suspension of dealings in Aldermore
Shares on 14 March 2018, which date will then
become the Effective Date. The events which
are stated as occurring on subsequent dates
are conditional on the Effective Date and operate
by reference to this time.
(3) This is the latest date by which the Acquisition
may become Effective unless Aldermore and FirstRand
Offeror agree, and (if required) the Court and
the Panel allow, a later date.
A copy of this announcement will be made available free of
charge (subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions) on Aldermore's and FirstRand
Limited's website (https://www.investors.aldermore.co.uk and
https://www.firstrand.co.za respectively) by no later than 12 noon
(London time) on 1 March 2018. Neither the content of these
websites nor the content of any other website accessible from
hyperlinks on such websites is incorporated into, or forms part of,
this announcement.
Enquiries
FirstRand Ltd Tel: +27 (0)
Sam Moss, Head of Investor Relations 11 282 1341
Credit Suisse, financial advisor Tel: +44 (0)
to FirstRand Offeror and FirstRand 20 7888 8888
Ltd
George Maddison / William Nourse
/ Joe Hannon / Gaurav Parkash
Rand Merchant Bank financial Tel: +27 (0)
adviser to FirstRand Offeror 11 282 8000
and FirstRand Ltd
Leon von Moltke / Dinesh Fakir
Teneo Blue Rubicon, public relations Tel: +44 (0)20
adviser to FirstRand Offeror 7420 3195
and FirstRand Ltd
Anthony Silverman
Aldermore
Martin Adams, Director of Investor Tel: +44 (0)
Relations 20 8185 3108
Holly Marshall, Director of Tel: +44 (0)
Corporate Affairs 20 3553 4218
J.P. Morgan Cazenove, Lead Financial Tel: +44 (0)
Adviser to Aldermore 20 7742 4000
Mike Collar / James Robinson
/ Christian Kornhoff
RBC Capital Markets, Lead Financial Tel: +44 (0)
Adviser to Aldermore 20 7653 4000
Oliver Hearsey / Kevin Smith
/ Daniel Werchola
Lazard, Financial Adviser to Tel: +44 (0)
Aldermore 20 7187 2000
William Rucker / Nick Millar
/ Mike Young
Lansons, public relations adviser Tel: +44 (0)7860
to Aldermore 101715
Tom Baldock
Important Notices
Credit Suisse International which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK
is acting as financial adviser exclusively for FirstRand Offeror
and FirstRand Ltd and no one else in connection with the matters
set out in this announcement. In connection with such matters,
Credit Suisse International will not regard any other person as
their client, nor will they be responsible to anyone other than
FirstRand Offeror and FirstRand Ltd for providing the protections
afforded to clients of Credit Suisse International or for providing
advice in relation to the contents of this announcement or any
other matter referred to herein. Neither Credit Suisse
International nor any of its subsidiaries, affiliates or branches
owes or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Rand Merchant Bank, which is authorised by the South African
Registrar of Banks, is acting as financial adviser exclusively for
FirstRand Offeror and FirstRand Ltd and no one else in connection
with the matters set out in this announcement. In connection with
such matters, Rand Merchant Bank will not regard any other person
as their client, nor will they be responsible to anyone other than
FirstRand Offeror and FirstRand Ltd for providing the protections
afforded to clients of Rand Merchant Bank or for providing advice
in relation to the contents of this announcement or any other
matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. J.P. Morgan
Cazenove is acting exclusively as financial adviser to Aldermore
and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters set out in this announcement and will not
be responsible to anyone other than Aldermore for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to the contents of
this announcement or any other matter referred to herein.
RBC Europe Limited (trading as RBC Capital Markets), is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom. RBC Capital
Markets is acting solely for Aldermore and no one else in
connection with the matters set out or referred to in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement, and will not be
responsible to anyone other than Aldermore for providing the
protections afforded to clients of RBC Capital Markets, or for
providing advice in connection with the matters referred to
herein.
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to Aldermore and no one else in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than Aldermore for providing the
protections afforded to clients of Lazard & Co., Limited nor
for providing advice in relation to the matters referred to in this
announcement. Neither Lazard & Co., Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard & Co., Limited in connection with this announcement,
any statement contained herein or otherwise.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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